Eli Lilly (NYSE: LLY) director defers stock grant into future share units

Rhea-AI Filing Summary

Eli Lilly & Co director Gabrielle Sulzberger received a compensation-related stock grant rather than buying shares on the market. On this award, she acquired 5.39 shares of common stock at $919.90 per share, bringing her direct holdings to 2,981.599 shares.

According to the disclosure, she elected to defer this grant into stock units under the Lilly Directors' Deferral Plan. These units will be settled in Eli Lilly common stock after she separates from board service, turning current cash compensation into future share-based value.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Sulzberger Gabrielle

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5.39	$919.90	$5K

Holdings After Transaction: Common Stock — 2,981.599 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares granted: 5.39 shares Grant price: $919.90 per share Total shares after grant: 2,981.599 shares +2 more

5 metrics

Shares granted 5.39 shares Director stock grant on 2026-04-20

Grant price $919.90 per share Value used for the 5.39-share award

Total shares after grant 2,981.599 shares Direct holdings following the transaction

Implied grant value ≈$4,960 5.39 shares at $919.90 per share

Transaction code A (grant/award acquisition) Non-derivative Form 4 transaction classification

Key Terms

Lilly Directors' Deferral Plan, stock units, separation from service, grant, award, or other acquisition

4 terms

Lilly Directors' Deferral Plan financial

"deferred in lieu of cash compensation as stock units under the Lilly Directors' Deferral Plan"

stock units financial

"deferred in lieu of cash compensation as stock units under the Lilly Directors' Deferral Plan"

Stock units are individual pieces of ownership in a company, like slices of a pie that together make up the whole business. They matter to investors because each unit represents a claim on the company’s assets, profits and sometimes voting power, and changes in the number or value of these units affect ownership percentages, potential dividends and share dilution — all of which influence an investment’s worth.

separation from service financial

"will be settled in shares of common stock following the reporting person's separation from service"

grant, award, or other acquisition financial

"transaction code description: Grant, award, or other acquisition"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sulzberger Gabrielle

(Last) (First) (Middle)

LILLY CORPORATE CENTER

(Street)

INDIANAPOLIS INDIANA 46285

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ELI LILLY & Co [ LLY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/20/2026		A		5.39(1)	A	$919.9	2,981.599	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. At the election of the reporting person, the shares acquired pursuant to this filing have been deferred in lieu of cash compensation as stock units under the Lilly Directors' Deferral Plan and will be settled in shares of common stock following the reporting person's separation from service.

Remarks:

	/s/ Jonathan Groff for Gabrielle Sulzberger, pursuant to authorization on file	04/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Eli Lilly (LLY) director Gabrielle Sulzberger report in this Form 4?

Gabrielle Sulzberger reported receiving a grant of 5.39 Eli Lilly common shares as compensation, valued at $919.90 per share. The award increases her direct holdings to 2,981.599 shares and reflects a routine, non-market transaction rather than an open-market stock purchase or sale.

Was the Eli Lilly (LLY) transaction an open-market buy or sell?

The transaction was not an open-market buy or sell. It was coded as a grant or award acquisition, meaning Sulzberger received 5.39 shares as part of her director compensation, with no market trade involved, and the shares were deferred into stock units under a company plan.

How many Eli Lilly (LLY) shares does Gabrielle Sulzberger hold after this filing?

After this compensation grant, Gabrielle Sulzberger directly holds 2,981.599 Eli Lilly common shares. The Form 4 shows this figure as her total direct ownership following the 5.39-share award, giving context for the relatively small size of this individual transaction versus her overall position.

What is the Lilly Directors' Deferral Plan mentioned in the Form 4?

The Lilly Directors' Deferral Plan allows directors to defer cash compensation into stock units instead of receiving cash immediately. In this filing, Sulzberger elected to defer her award, converting it into stock units that will later be settled in Eli Lilly common shares after her separation from board service.

At what price was the Eli Lilly (LLY) stock grant to Gabrielle Sulzberger valued?

The stock grant was valued at $919.90 per Eli Lilly common share. Applying this price to the 5.39-share award implies a grant value of roughly $5,000, reinforcing that this is a modest, routine director compensation item rather than a large insider trade or strategic share purchase.